Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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TrueCar, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
89785L107 (CUSIP Number) |
C. Coleman Edmunds 200 SW 1st Avenue, Fort Lauderdale, FL, 33301 (954) 769-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/21/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 89785L107 |
| 1 |
Name of reporting person
AutoNation, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 89785L107 |
| 1 |
Name of reporting person
Auto Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
TrueCar, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
225 Santa Monica Blvd, 12th Floor, Santa Monica,
CALIFORNIA
, 90401. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") amends and supplements the statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on December 3, 2025, as amended by Amendment No. 1 to Schedule 13D filed on December 12, 2025 (as so amended, the "Schedule 13D") by the Reporting Persons relating to shares of Common Stock of the Issuer. Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On January 21, 2026 (the "Closing Date"), the Issuer, Parent and Merger Subsidiary completed the previously announced transactions contemplated by the Merger Agreement, dated as of October 14, 2025, by and among the Issuer, Parent, and Merger Subsidiary. Upon the consummation of the transactions contemplated by the Merger Agreement (and on the terms and subject to the conditions set forth therein), among other things, (a) Merger Subsidiary merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as the surviving corporation and as a wholly-owned subsidiary of Parent, (b) subject to certain exceptions, each issued and outstanding share of the Common Stock of the Issuer, as of immediately prior to the effective time of the Merger (the "Effective Time"), was converted into the right to receive $2.55 in cash, without interest and (c) the Rollover Shares (as defined in the Merger Agreement) issued and outstanding immediately prior to the Effective Time were cancelled and, pursuant to the applicable rollover agreement(s), each holder of such Rollover Shares was entitled to receive shares of the common stock of Parent in respect thereof. Auto Holdings, LLC disposed of 5,370,000 shares of the Issuer's Common Stock held by Auto Holdings, LLC in the Merger (being all of the (i) shares of the Issuer's Common Stock held by the Reporting Persons and (ii) Rollover Shares under the Merger Agreement), over which Auto Holdings, LLC may be deemed to have had voting and dispositive power, in exchange for, among other things, common stock of Parent. The Voting and Support Agreement, dated as of December 11, 2025, entered into by Auto Holdings, LLC with the Issuer, Parent and Merger Subsidiary, terminated upon consummation of the Merger. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See responses to Rows 11 and 13 of the cover pages of this Amendment No. 2. | |
| (b) | See responses to Rows 7 through 10 of the cover pages of this Amendment No. 2. | |
| (c) | Other than as described in the Schedule 13D and this Amendment No. 2, the Reporting Persons and the Covered Persons have not effected any transactions in Common Stock of the Issuer during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | As of the Closing Date, the Reporting Persons ceased to beneficially own any shares of the Issuer's Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 2 is hereby incorporated by reference into this Item 6. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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